ROAD insider reports 12,134 Class B grant and tax-share surrender

Rhea-AI Filing Summary

Construction Partners, Inc. (ROAD): Form 4 by Ned N. Fleming, IV. On 10/17/2025, the reporting person received 4,925 immediately vested shares of Class A common stock at $0 under the 2018 Equity Incentive Plan and 12,134 immediately vested Class B common shares under the 2024 Restricted Stock Plan (each Class B share is convertible into one Class A share).

On 10/20/2025, he surrendered 4,154 Class A shares at $115.01 to satisfy tax withholding upon vesting. Following these transactions, he directly holds 41,528 Class A shares, plus 9,333 Class A indirectly via Tar Frog Investment Management LLC. He also reports 100,869 Class B directly, 241,008 Class B via the Ned N. Fleming, IV 2013 Trust, 140,572 Class B via Tar Frog, and 1,360 cash-settled RSUs outstanding.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fleming Ned N. IV

(Last) (First) (Middle)

5420 LBJ FREEWAY, SUITE 1000

(Street)

DALLAS TX 75240

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Construction Partners, Inc. [ ROAD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of 10% owner group

3. Date of Earliest Transaction (Month/Day/Year)
10/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	10/17/2025		A		4,925(1)	A	$0	45,682(2)	D
Class A Common Stock	10/20/2025		F		4,154(3)	D	$115.01	41,528(2)	D
Class A Common Stock								9,333	I	By Tar Frog Investment Management LLC(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(5)	10/17/2025		A		12,134(6)		(5)	(5)	Class A Common Stock	12,134	$0	100,869	D
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	241,008		241,008	I	By the Ned N. Fleming, IV 2013 Trust(7)
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	140,572		140,572	I	By Tar Frog Investment Management LLC(4)
Restricted Stock Units	(8)							(8)	(8)	Class A Common Stock	1,360		1,360(9)	D

Explanation of Responses:

1. The reported transaction represents a grant of immediately vested shares of Class A common stock, $0.001 par value ("Class A common stock"), of Construction Partners, Inc. (the "Issuer") under the Construction Partners, Inc. 2018 Equity Incentive Plan (the "Incentive Plan").

2. Includes 2,033 restricted shares of Class A common stock with time-based vesting criteria previously granted under the Incentive Plan that vest as follows: (i) 1,227 shares on September 30, 2026, (ii) 556 shares on September 30, 2027, and (iii) 250 shares on September 30, 2028. Under the terms of the respective award agreements, the reporting person has sole voting power with respect to the reported shares.

3. The reported transaction represents the surrender by the reporting person of shares of Class A common stock to the Issuer to satisfy tax withholding obligations upon the vesting of restricted shares of Class A common stock awarded to the reporting person under the Incentive Plan. Pursuant to the terms of the Incentive Plan and the applicable award agreements, the number of shares surrendered was determined using a value of $115.01 per share, the closing price for a share of Class A common stock on October 17, 2025, the vesting date.

4. The reported shares are held by a limited liability company for which the reporting person serves as co-manager, and, in such capacity, shares the power to vote and direct the disposition of the shares.

5. Each share of Class B common stock, $0.001 par value, of the Issuer ("Class B common stock") is convertible into one share of Class A common stock (i) at any time at the option of the holder or (ii) upon any transfer, except for certain transfers described in the Issuer's amended and restated certificate of incorporation. In addition, upon the election of the holders of a majority of the then-outstanding shares of Class B common stock, all outstanding shares of Class B common stock will be converted into shares of Class A common stock. The holders of Class A common stock and Class B common stock vote as a single class on all matters submitted to a vote of stockholders. The holders of Class A common stock are entitled to one vote per share, and the holders of the Class B common stock are entitled to 10 votes per share. The shares of Class B common stock do not expire.

6. The reported transaction represents a grant of immediately vested shares of Class B common stock under the Construction Partners, Inc. 2024 Restricted Stock Plan.

7. The reported shares are owned directly by the Ned N. Fleming, IV 2013 Trust (the "Trust") and indirectly by Ned N. Fleming, IV as trustee of the Trust. Each of the Trust and Ned N. Fleming, IV are members of a 10% owner group of the Issuer.

8. Each restricted stock unit ("RSU") represents a contingent right to receive cash in an amount equal to the value of one share of Class A common stock on the applicable vesting date. The restricted stock units do not expire.

9. Includes 1,360 cash-settled RSUs with time-based vesting criteria previously granted under the Incentive Plan that vest as follows: (i) 554 RSUs on September 30, 2026, (ii) 556 RSUs on September 30, 2027, and (iii) 250 RSUs on September 30, 2028.

Remarks:

	/s/ Ned N. Fleming, IV	10/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did ROAD insider Ned N. Fleming, IV report on Form 4?

He reported a grant of 4,925 Class A shares at $0 on 10/17/2025 and a grant of 12,134 Class B shares the same day.

What shares were surrendered and at what price for ROAD?

On 10/20/2025, he surrendered 4,154 Class A shares at $115.01 to cover tax withholding upon vesting.

How many Class A shares does Ned N. Fleming hold after the transactions?

He holds 41,528 Class A shares directly and 9,333 Class A shares indirectly via Tar Frog Investment Management LLC.

What Class B holdings and conversion terms are disclosed for ROAD?

He reports 100,869 Class B directly, 241,008 via the Ned N. Fleming, IV 2013 Trust, and 140,572 via Tar Frog. Each Class B converts 1:1 into Class A.

Are there RSUs reported in this ROAD filing?

Yes, 1,360 cash-settled RSUs are outstanding, each tied to the value of one Class A share on vesting.

What plan governed the Class A and Class B grants?

The Class A grant was under the 2018 Equity Incentive Plan; the Class B grant was under the 2024 Restricted Stock Plan.